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Articles Posted in Private Placements

Investment News is reporting that broker-dealers and their brokers that sold GPB Capital Holdings private placements to investors have collectively been paid $167 million in commissions. That large number represents 9.3% of the $1.8 billion that supposedly accredited, wealthy investors paid for these risky private placements. Recent reports had estimated that the commissions paid were lower, at around $100 million (about 7% per transaction), but GPB Capital has apparently confirmed the much larger number.

While brokers and broker-dealers are allowed to make up to a 10% commissions for selling financial products to clients, very few investments pay such a high rate. However, private placements, such as GPB Capital, entice brokers and their firms to sell such risky investments by offering much higher commissions and fees.

For private placements, it is not uncommon for financial representatives to earn around 7% in commissions, with another 2% going to the brokerage firm. In comparison, mutual funds and other similar investments typically pay less than half as much in commissions.

Patrick Dibre, a former business partner of GPB Capital Holdings, is accusing the asset management firm of operating a Ponzi Scam. Dibre made his claims in his counter-suit filed against GPB after the company sued him.

GPB Capital is at the center of a growing controversy surrounding brokerage firms that sold its private placements, raising $1.8B in the process. The asset management company, which invests primarily in auto dealerships and waste management companies, has been under fire since late last year when it suspended its sale of the private placements, as well as redemptions to investors. It also is under investigation by the US Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), state regulators, and the Federal Bureau of Investigation (FBI).

The following GPB funds are under investigation:

An investor in GPB Capital has filed a Financial Industry Regulatory Authority (FINRA) Claim against Arkadios Capital and one of its brokers over losses she sustained to her IRA after she followed the financial adviser’s recommendation to invest in GPB Capital Holdings.

Now she is claiming retirement fund losses in the hundreds of thousands of dollars. Our investor fraud law firm, Shepherd Smith Edwards and Kantas, LLP (SSEK Law Firm) is representing the investor, who hails from the greater Atlanta area, and we have filed a FINRA arbitration claim on her behalf.

GPB Capital Holdings is an alternative asset management firm whose private placement funds are primarily invested in auto dealerships and waste management. The firm is under scrutiny by FINRA, the US Securities and Exchange Commission (SEC), Massachusetts Secretary of the Commonwealth William Galvin, and the FBI over its private placements that were sold by dozens of brokerage firms and their brokers.

The US Securities and Exchange Commission (SEC) has filed civil fraud charges accusing 15 people of either “acting as unregistered brokers” or “aiding-and-abetting” this kind of activity related to the solicitation of microcap issuer Intertech Solution’s “unregistered and fraudulent securities offerings.” Already, 11 of the defendants have consented to the entry of final judgments but without denying or admitting to wrongdoing.

The 15 individuals are:

    • Daniel Broyles

According to public filings submitted to the Securities and Exchange Commission, there were approximately eighty broker-dealers across the country who sold, or were at least authorized to sell, these investments for GPB, including Aegis Capital Corp., D.H. Hill Securities, Purshe Kaplan Sterling Investments, Sagepoint Financial, Inc., Woodbury Financial Services, Inc., and many others.

Accelerated Capital Group

Advisory Group Equity Services, Ltd

InvestmentNews reports that the Federal Bureau of Investigation is investigating GPB Capital Holdings. The alternative investment management firm said that the FBI stopped by unannounced to its New York offices last week. The visit took place a few months after both the US Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority (Finra) launched separate probes into the firm, which claims to have raised $1.8B from accredited, high net worth investors via private placement funds invested in waste management and car dealerships. WealthManagement.com reports that GPB Capital Holdings-sold private placements that are risky, illiquid alternative investments. However, there is growing concern that not all of these investors, were, in fact, sophisticated, accredited, high net worth parties.

In September, Massachusetts Secretary of the Commonwealth William Galvin announced it was investigating 63 brokerage firms for selling GPB Capital Holdings-issued private placements. Among the broker-dealers that sold these investments were Advisor Group firms Sagepoint Financial Inc, Royal Alliance Associates, Inc., Woodbury Financial Services, Inc., and FSC Securities Corp. News of Secretary

Galvin’s probe came just a month after GPB Capital Holdings announced that it was pausing its efforts to raise investor funds to deal with accounting and financial reporting issues involving two of its largest funds, the GPB Holdings II and the GPB Automotive Portfolio, which together reportedly raised almost $1.3B of investor money while paying brokers over $100M in commissions. Both funds missed an earlier deadline to file statements with the SEC.

Already under scrutiny for suspending its sale of private placements, along with redemptions to investors, GPB Capital Holdings now has to explain why its accountant, Crowe LLP, has resigned as the alternative asset management firm’s auditor. GPB Capital had announced a few months ago that it was undergoing an accounting overhaul and that this was why it had failed to submit financial statements for its two biggest funds – the GPB Holdings II and the GPB Automotive Portfolio – to the U.S. Securities and Exchange Commission (SEC) earlier this year. These private placements primarily invest in waste management businesses and car dealerships.

According to GPB Capital CEO David Gentile, Crowe has resigned because of “perceived risks” that the accounting firm felt were outside its “internal risk tolerance parameters.” GPB Capital has since retained EisnerAmper, LLP as its replacement auditor.

Such a significant change at such an important time period should raise significant concerns to those who have invested in GPB Capital Holdings private placement deals. GPB Capital Holdings has at least nine different funds including the two mentioned above (GPB Automotive Portfolio and GPB Holdings II) as well as GPB Holdings III, GPB Cold Storage, GPB NY Development and GPB Waste Management.

With already $1.8B in investor funds, GPB Capital Holdings is now placing a pause on raising more funds while it concentrates on putting in order the accounting and financial statements of two of its biggest funds, the GPB Automotive Portfolio and the GPB Holdings II. Both, collectively have raised nearly $1.3B in investor money. To date, the two funds have paid brokers $100.1M in sales commissions.

The halt comes after GPB Capital, which is a top seller of risky private placements and concentrates on purchasing auto dealerships, missed its April deadline to file financial statements for the two funds with the US Securities and Exchange Commission. According to GPB Capital CEO David Gentile, in a letter that InvestmentNews was able to get a copy of, the delay in filing is a result of having to deal with accounting standards that mandate the two funds generate yearly audited financial statements that must be in compliance with SEC regulations, as well as with the Public Company Accounting Oversight Board’s standards.

Gentile, who headed up his own accounting and advisory firm before launching GPB in 2013, said that “best practices and efficient reporting are a top priority”— hence the temporary halt in accepting money from new investors. Meantime, fund redemptions have been suspended and reportedly will resume after the financial statements and public filings are submitted.

Two Investment Advisers Accused of $20M Investor Scam
The US Securities and Exchange Commission has filed civil charges against investment advisors Ronald A. Fossum and Alonzo Cahoon. They are accused defrauding retail investors in an unregistered securities scam. According to the regulator, from about 3/2011 to 6/2016, Fossum raised over $20M from more than 100 investors via securities offerings in investment funds under his control or ownership, including the:

  • Accelerated Asset Group, LLC
  • Turnkey Investment Fund, LLC
  • Smart Money Secured Income Fund, LLC

Fossum is accused of misappropriated hundreds of thousands of dollars of investors’ money to pay his own expenses, including living in a home owned by one of the fund’s free of rent. He also allegedly used investor funds to pay for international travel and federal taxes.

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The Financial Industry Regulatory Authority has filed fraud charges against Sandlapper Securities. According to the self-regulatory organization, the small brokerage firm created and sold private placements in saltwater disposal wells in Texas while charging undisclosed markups of up to 270% that eventually totaled over $8M on numerous deals.

Also accused of fraud are Sandlapper CEO Trevor Gordon, firm executive Jack Bixler, and two ex-brokers. FINRA contends that in 2011, the four men set up Tiburon Saltwater Reclamation Fund to invest in these wells. They also established a development company to handle the investments in the wells. However, alleges the SRO, between 12/12 and 7/13, Bixler and Gordon utilized the development company to intervene between the fund and the saltwater disposal well deals and they charged markups ranging from 161-270%. Not only were these markups excessive but also they went undisclosed. This occurred even though the fund could have directly bought interest in the wells.

Also, claims FINRA, beginning in 2013, Gordon began using the development company to obtain ill-gotten profits from investors who bought interest in the saltwater disposal wells. The company bought the interests and then resold them to investors, again at high, undisclosed markups of 67% to 376%.

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